Shell plc Commences Any and All Exchange Offers for Six Series of USD Notes Issued by Shell International Finance B.V. and BG Energy Capital plc

Core Viewpoint - Shell plc has initiated exchange offers for six series of USD notes to optimize its capital structure and align its indebtedness with its U.S. business operations [2][3]. Group 1: Exchange Offers Details - The exchange offers involve five series of notes from Shell International Finance B.V. and one series from BG Energy Capital plc, collectively referred to as "Old Notes" [2][3]. - Eligible holders can exchange their Old Notes for a combination of cash and new notes issued by Shell Finance US Inc., which will be fully guaranteed by Shell [2][3]. - The new notes will have similar terms to the Old Notes, including interest rates and maturity dates, with minor exceptions [2][3]. Group 2: Financial Information - The total principal amount of the Old Notes being exchanged is $1,500 million for 3.875% notes due 2028, $2,750 million for 6.375% notes due 2038, $1,000 million for 5.500% notes due 2040, $900 million for 5.125% notes due 2041, $1,250 million for 3.125% notes due 2049, and $1,000 million for 3.000% notes due 2051 [4][5]. - Eligible holders must validly tender their Old Notes in minimum denominations of $1,000 for Shell International Finance Notes and $200,000 for BGEC Notes [6][10]. Group 3: Timeline and Conditions - The exchange offers commenced on November 3, 2025, and will expire on December 3, 2025, unless extended [11]. - To receive the total consideration, eligible holders must tender their Old Notes by November 17, 2025 [11][12]. - The exchange offers are subject to conditions, including the Minimum Size Condition, which must be satisfied for each series of Old Notes [14][17].